C01547-2022

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Mar 10, 2022
2. SEC Identification Number
CS200613870
3. BIR Tax Identification No.
006-346-689
4. Exact name of issuer as specified in its charter
AREIT, Inc.
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
28/F Tower One and Exchange Plaza, Ayala Ave. Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(+632) 7908-3804
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 1,508,910,810
11. Indicate the item numbers reported herein
Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

AREIT, Inc.AREIT

PSE Disclosure Form REIT-3 - Material Information/Transactions
References: Rule 5 of the IRR of the REIT Act of 2009 and
Section 6 of the Amended PSE Listing Rules for REITS

Subject of the Disclosure

AREIT to boost portfolio to P64B thru a P11B property-share swap with ALI

Background/Description of the Disclosure

Please be informed that the Board of Directors of AREIT, Inc. (AREIT) approved the following items at its special meeting held this morning:

1. The subscription of Ayala Land, Inc (ALI) to 252,136,383 AREIT primary common shares, in exchange for six office buildings located in Cebu, valued at P11,257,889,535.91, under a property-for-share swap, as validated by a third-party fairness opinion;

2. The conduct of a special stockholders' meeting on 21 April 2022, immediately following AREIT's Annual Stockholders' Meeting. The conduct of a special stockholders' meeting complies with the requirements of the Philippine Stock Exchange for the approval of the majority of the minority shareholders of a waiver of the requirement to conduct rights or public offering on the 252,136,383 primary common shares of AREIT to be subscribed to by ALI in connection with the foregoing proposed property-for-share swap transaction.

The proposed property-for-share swap is subject to the approval of AREIT shareholders at their annual meeting on 21 April 2022 and pertinent regulatory bodies. We will submit additional relevant disclosures in due course subject to closing requirements.

The transaction will be indicated in AREIT's Definitive Information Statement, which will be available to its shareholders by 31 March 2022. AREIT shall submit the required Comprehensive Corporate Disclosure on the transaction within five (5) trading days from this initial disclosure, as per PSE Listing Rules.

Other Relevant Information

Attached is the press release for further details.

Filed on behalf by:
Name Michael Blase Aquilizan
Designation Associate Manager